World War Thanos
by Maca56
Summary: The Avengers are broken. After Civil War Tony Stark sets about fixing the broken Avengers with new recruits, all while trying to prepare for the incoming threat of a galactic overlord, Thanos. At the same time, Peter Quill is trying to increase the numbers in the Guardians and trying to figure out what exactly is going on, and why Thanos wants Earth.
1. chapter 1

Chapter 1:

"Well kid, I'm giving you full access to the avengers compound, and you're now officially one of us, congrats." I said to Peter Parker.

"You-you mean?!" Peter said barely containing his excitement.

"You're an avenger now." I said, patting his shoulder and giving him a warm smile.

"OHGODOHGODOHGODOHGOD! IM AN AVENGER!!!" Peter started yelling and dancing around.

"Hey, don't make me regret this kid." I said and pointed at him.

"Uhhh sorry Mr.Stark, you won't regret it I promise." He said and saluted me.

I chuckled and walked down the hall of the compound.

" _Welcome back Mr. Stark"_ The automated voice of Friday said.

"Hey Friday how's the world been during my brief hiatus." I asked and jumped into my spinny chair.

" _Well sir, no villains have done anything, minus the whole vulture incident."_ Friday said.

"Parker handled that, by the way, accept his finger prints and give him full access to the compound." I said, still spinning around in my chair.

" _Of course sir."_ Friday said.

"Any sign of Cap and his vigilantes?" I asked.

" _No sir, but a man who has a similar description to Steve Rogers was seen in Toronto."_ Friday said.

"Working outta Canada, EH?" I said, exaggerating the "eh".

" _And sir there are multiple enhanced humans sighted in the Hells Kitchen area, and in Nepal."_ Friday continued.

"Bring up the pictures and their profiles, I'll grab Vision, Rhodes and Parker and we'll look them over." I said, stood up and walked out of the room, sipping a mug of coffee I had prepared.

" _Of course Mr. Stark."_

So first you make me an avenger, and now I'm helping you on a top assignment?!?" Peter asked, a little too excited over the circumstances.

"Uh yeah, the assignment is just figuring out which enhanced we should recruit, it's not that crazy kid." I said.

"Well Mr. Stark, it appears Luke Cage and Matthew Murdock would be benificial to grab." Vision said.

"And whys that?" I asked.

"Well Tony, ones bulletproof and super strong, and the others a blind ninja." Rhodey said.

"Hmm, blind ninja and bulletproof man sound good, any others we should grab?" I asked.

"How about T'Challa, we worked with him before?" Peter said.

"Right, Panther, anyone else?" I asked again.

"Dr. Steven Strange would be good, maybe his buddy Wong, both are sorcerers and are very in tune with more mystical things that we are not." Vision said.

"All right; Strange and Wong, others to watch for are Danny Rand, Jessica Jones and Frank Castle but those three aren't top priority." I said.

"All right Stark." They all said.

"Rhodes, Vision, grab Murdock and Cage, Parker we're going to Nepal." I said.

"YES!" Peter said and ran off to suit up.

As we boarded the jet I noticed Peter had his suit on underneath his clothes. My suit was in the form of a watch that, if twisted counter-clockwise, would turn into my suit.

"So we're getting the mystical guys aren't we?" Peter asked me.

"Yeah, I know Strange, he used to be a neurosurgeon but disappeared around the same time Washington got destroyed by Hydra." I said.

"Didn't think he was in Nepal this whole time."

"That's pretty cool, sounds like he'll be cool to have on the team." Peter said.

"We're gonna need him, something big is coming, and without a unified team we won't be able to stop it." I said.

"Well, let's hope you and Cap can fix your little romance. We're gonna need a full team." Peter said, putting his mask on.

"Yeah, well, time to find our new friends." I said, twisting my watch as my seat folded back.

My suit covered me, with the HUD coming online just as my seat propelled me out of the back of the jet, with Peter not far behind.

" _Welcome back sir."_ Friday said.

"Man, it's good to be back."


	2. Chapter 2

Chapter 2:

We touched down in the middle of a busy street. I almost fell on some poor kid who decided to throw a rock at my thruster, temporarily shutting it off.

"Sorry kid, but don't throw rocks at the guy who's saved your life on more then one occasion ok?" I said to the shocked kid.

"A little harsh don't you think sir?" Peter asked.

"Sometimes kid, you gotta be rude to take care of brats like him." I said.

"Alright." He said, shrugging.

Peter had taken up a new enhanced suit I made at his request. It had the same coloration and symbols, but I removed his A.I. and gave him extra appendages that come out of the spider symbol on the back, along with all the other perks his old suit had.

My suit was almost the same as it was during the whole Vulture incident. The same colours, but my ark reactor is more of a diamond shape and my helmet is more streamlined, along with better armour.

"Um hello, we're looking for Kamar Taj, do you happen to know where that is?" I asked a small man who was selling blankets.

He pointed down an alley to our right.

"Thank you." I said and handed him some money.

"You sure this is the right place?" Peter asked as we approached a rather unimpressive building.

"I think so." I said, my helmet retracting into my armour leaving my head exposed.

"Let's knock."

I knocked on the door, and without it even opening Peter and I were dragged inside.

 _"Surrender, Surrender, but don't give yourself away.."_ Peter Quill sang walking down the stairs of the _Milano._

"What are you listening to Quill?" Drax asked, looking up from the knife he was sharpening.

Peter threw his Walkman over to Drax.

"Surrender, by Cheap Trick. Yondu really liked it." Peter said, looking down.

"Mind if I?"

"Go ahead."

Drax put the headphones of the repaired Walkman (which was previously destroyed by Ego) on his head.

Drax started nodding and humming the music as Quill walked towards the cockpit of the ship.

"Well would you look at that Groot.." Rocket said, slowing the ship down as we entered a new system.

"There's supposed to be a planet here..."

The system was supposed to have a planet and 2 moons, all that was left, is floating rocks and no sign of the planet.

Then a body hit the window.

"OOOOOH WIPE IT OFF WIPE IT OFF!" Rocket yelled scrambling to find the window wipers.

"Rocket wait! I'll check it out." Peter said.

He put on his space suit and flew outside of the ship, grabbing the body of the bulky man with blond hair, a big rugged beard and strange armour. As well, as a strange hammer.

"Jeez he's heavy." Quill said as he brought the man in.

"Hey, what's that on his armour?" Rocket asked.

On a shoulder piece, there was a capital A in a circle.

"Not sure, but he looks like he's from Terra." Peter said.

"If he was from Terra he'd be dead." Gamora said, walking in and gesturing to the fact that the man was, in fact breathing.

Then his eyes started opening.

He immediately kicked Gamoras legs out from under her, taking her down and grabbing his hammer and swinging it at Peter, who grabbed it and twisted it out of his hand, holding it like it weighed nothing.

"How are you worthy??" The bewildered man asked.

"I don't see what you mean." Quill said, flipping the hammer around.

"Give it to the Racoon, try it."

Quill handed the hammer over to Rocket, and it immediately fell to the ground.

"Shit Quill I can't hold this!" He yelled.

Drax then tried picking it up, but it wouldn't budge.

Gamora even tried, moving it a little but not being able to lift it up.

"What is this hammer?" Peter said, picking it up and handing it to the large blond man.

"It is called Mjolnir, it is a powerful weapon from Asgard, only able to be wielded by the worthy." He said.

"Tell me, what is your name?"

"I'm Peter Quill, I'm half Terran-half celestial." Peter said.

"And I am Thor of Asgard, a pleasure to meet you." He said, sticking his hand out.

Peter took it and the two shook hands.

"Now I must ask of you a question, and it would be a very big favour for a new person you've just met, but I must get back to Midgard." Thor said.

"Is that Terra?" Gamora asked.

"Earth." Peter said.

"Yeah, we'll get you there, we were heading there ourselves."

"Thank you." Thor said and sat down in a chair.

"Well, time to go." Peter said, sat down in the pilot seat and started heading towards his home.


	3. Chapter 3

Chapter 3:

In my dream, I stood on a stairway, surrounded by dead allies, in the middle of space in front of a vacant throne.

That dream was now a reality.

I stood there, barely able to process what happened.

This time, there were more dead bodies then in my dream.

Hulk, filled with spears, laid motionless at the foot of the steps.

Beside him, lay a motionless Black Widow, a fist sized hole in her chest.

Hawkeye was headless.

Cap sat at the top of the stairs, his shield broken and his body battered.

Rhodey, Falcon, Thor, Wanda and Vision floated about, motionless.

All but one of the guardians died, the wreckage of their ship just a few paces behind me.

Frank Castle, Matthew Murdock and the other Defenders died back on Earth.

SHIELD and the inhumans were wiped out before the attack began.

Robbie Reyes' dead body lied right beside me.

Carol Danvers was at the throne, her head crushed.

T'Challa was right beside Captain America, his vibranium claws and helmet broken.

Bucky was dead, his metal arm missing, in the middle of the steps.

Scott Langs body was gone, literally being crushed by the Mad Titan.

Wong was cut in half.

I stood with 3 others.

Peter Parker

Steven Strange

And Peter Quill.

" _You have lost. You're mightiest heroes have failed, you are the only few left and you will all fall."_ His voice said, seemingly coming from everywhere.

" _I am going to bathe the star ways in your blood!"_ He said, before appearing before his throne, a golden gauntlet filled with gems on his hand.

The last thing I saw was a golden beam of light.

"You were looking for Kamar Taj?" A large Asian man asked us.

He had short black hair, was chubby and wore a red robe.

"Uh yeah." I said.

"Dr. Steven Strange and a man named Wong are there, we were looking for them."

A man with a blue robe, a red cape, longer black hair and facial hair similar to mine entered the room.

"You've found us." He said.

I looked at them.

"Steven, it's been a while." I said and stuck out my hand.

He didn't take it.

"I know you Stark, you wouldn't have found me if you didn't want something." Steven said.

"Well, there may or may not be a galactic overlord in possession of a deadly weapon who may or may not be hell bent on destroying the universe." I said.

"I'm aware of Thanos." He said.

"And we need you and Wong to help." I said.

Peter nodded.

"We'll help you, but only because he's a threat. After he's dealt with our partnership is done." Steven said.

"Thank you, but we're gonna have to go back to the Avengers compound." I said.

Steven started moving his hand in a circle and suddenly an orange fiery circle appeared, through it I could see the compound.

"Wha-?" Peter started to say.

"Walk through it." Steven said

We did and ended up right in the compound, where Vision, Rhodey, a very large black man and a leaner white man waited for us.

"I see you got the magic bros." Rhodey said.

"And I see you got the enhanced people." I said.

I tapped my armour on the wrist 3 times and it retracted back into its watch form.

"Tony Stark, nice to meet you. I'm Matthew Murdock." The blind man said and stuck out his hand.

I took it.

"Nice to meet you Matt. Mind if I call you Matt?" I asked.

"Doesn't matter to me." He said shrugging.

"Then this is-"

"Luke Cage." The large black man said and stuck his had out.

Again I took it.

"Nice to meet you Luke."

After our introductions we got straight down to buisness.

"So you've recruited us 4 to help take down a galactic overlord?" Matthew asked.

"Pretty much." I said.

"We've only fought street thugs." Luke said.

"Doesn't matter, we need anyone we can get." I said.

"Well alright, it'll be fun fighting in space for a change." Luke said, clapping his hands together.

"Yeah, if we ever survive that long in a fight against a god." Matthew said.

"Don't ruin my fun Matt." Luke said.

" _Sir there are 3 people at the door."_ Friday said.

"Let them in." I said, waving my hand and spinning around in my chair.

"We heard you needed new Avengers." T'Challa said as he walked into the room with Frank Castle and Robbie Reyes.

"Indeed we do." I said and shook their hands.

"Castle."

"Good to see you Red." Frank said and hit Murdock in the back.

"We got the devil of Hell's Kitchen, a bullet proof man, 2 sorcerers, the ghost rider and black panther." Rhodey said, shocked.

"Seems like it." I said, smiling.

"Well Steve, Tony knows where we are." Clint said to me as we all sat in our apartment in Toronto.

Me, Natasha, Scott Lang, Clint, Wanda, Buck and Sam were all in hiding, fugitives of the law.

"He's too busy recruiting every enhanced human out there to bother catching us." Natasha said.

"I miss Vision." Wanda said.

"We all miss all of them, but we can't turn ourselves in yet." I said.

"Well, I'm heading to bed, it's getting late."

Sam said and walked off.

Eventually everyone else walked off and I was left alone.

That's when it happened.

The phone rang.

It was the phone I had in case Tony ever used the phone I gave him to call me.

I answered.

"This is Steve Rogers." I said.

" _Steve!? Thank god this wasn't a trick."_ Tony said through the phone.

"Tony?! It's good to hear your voice." I said, smiling a little.

" _You too Steve. Look, I'm calling because I have a proposal for you."_ Tony said.

"Yes?" I said.

" _How about you and your group come to the Avengers compound and listen to what I have to say. I promise, me and everyone here have looked past our differences with you, I just hope you'll do the same."_ Tony said.

"I was never mad at you Tony, and we'll be down as soon as we can." I said.

" _Thank you Steve, and good luck."_ Tony sand.

"You too Tony." I said and hung up.


	4. Chapter 4

Chapter 4:

"You mean we're coming out of hiding? Going right to where we could be arrested?!" Sam started exclaiming to me.

"Steve this is a bad idea, what if it's a trap?" Natasha said.

"I think it's worth a shot." Wanda said.

"You just miss Vision." Clint said chuckling.

"I don't know Stark well, so I'm trusting your judgement on this." Scott said.

"I agree with Lang." Bucky said.

"I say we give it a shot, Tony obviously thinks something is wrong." I said.

"Maybe, we should give it a shot then Cap." Sam said, handing me my shield.

I smiled and took it.

"All right Avengers, suit up." I said and put my shield on my back.

We all piled into our Dodge Grand Caravan (it's incognito, and fits all of us) and started driving south to New York.

"Well glad to have you all on the team." I said to all our new recruits.

I looked around.

The devil of Hell's Kitchen, the ghost rider, the sorcerer supreme an his friend, the bullet proof ex-con and the Punisher.

"We're a pretty big team." I said smiling.

Suddenly Friday came online.

" _Mr. Stark, we have some bad news."_ She said.

"What is it Friday?" I asked.

" _Multiple attacks on S.H.I.E.L.D. have happened, many helicarriers are down and blown up over the Inhumans compound. All Inhumans are dead. Coulsons team was also in one of the helicarriers. There are no survivors."_ She said.

"Damn, you mean Black Bolt and his whole crew died?" I asked.

" _Yes sir."_

"Well, are there any S.H.I.E.L.D. helicarriers and agents alive?" I asked.

" _Nick Fury, Maria Hill and Phil Coulson are all alive, as are the 3 helicarriers above D.C. and all stationed on the ground."_ She said.

"Have you figured out who's responsible?"

A picture of a burnt and scarred man with black hair showed up on the scream.

He wore a black ballistic helmet with a skull on the face mask, 2 metallic gauntlets with blades and iron fists and a ballistic vest with an X made of bones.

"How the hell is Rumlow still alive?" I asked.

" _Hydra, must be a clone sir."_ Friday said.

"Hey, that guy was trying to cause trouble in Hells Kitchen, with Elektra." Matthew said.

"Yeah, I shot him but it didn't do anything, he blew up the building I was on." Frank said.

"That guy didn't even flinch when I punched him." Luke Cage added.

"He's just a normal guy, enhanced by a super serum." I said, pulling up the data I had on him.

"Maybe he survived the explosion due to this serum." Vision suggested.

"Look at me, I survived a 100-200 foot fall in one of your suits, that shoulda killed me. And I'm not enhanced by a serum." Rhodey said.

"Red here survived me shooting him in the face he's enhanced though." Frank said.

"It only enhances my senses and fighting abilities, it doesn't make me more resilient." Matthew said.

"Same shit different pile." Frank said.

"Well Friday contact Fury, tell him to hide helicarriers and put all agents into hiding, once Steve and his team arrive we'll deal with it." I said, walking off towards the armoury.

" _Yes Mr. Stark._ " Friday said.

" _In recent news, a villain named 'Crossbones' has been committing terror attacks against S.H.I.E.L.D. and has wiped out the Inhuman compound. It is safe to say all Inhumans are dead. Agent Phil Coulson of S.H.I.E.L.D has offered his support to the families of the Inhumans and all agents killed, including his own personal team of enhanced agents and others. Stay tuned for more."_ We heard on the radio, just as we crossed the border into Buffalo.

"Wow..." I said.

"The whole compound, and all those agents." Natasha said.

"Well, we'll have to tell Tony when we get to the compound." I said.

"How the hell is he alive, I thought he blew himself up." Wanda said.

"He's an enhanced, maybe he survived." Sam said.

"Or maybe it's a clone." I said just as we pulled into the compound.

" _Welcome home Secret Avengers."_ Friday said as we entered the compound.

We saw Tony Stark and a ton of other people inside.

"Tea? Coffee? Pop? We have a lot for you to drink here." Tony said and walked over to me and shaking my hand.

I smiled.

"Glad you guys could make it." He said.

"Well, we needed to see what was wrong." I said.

"Wanda, Clint, Natasha, Bucky, Sam, Scott, good to see you all made it." He said.

"Thanks Tony." Natasha said.

"VIS!!" Wanda yelled and ran over to Vision and hugged him.

"It's good to see you Wanda." He said and hugged her back.

"I'm glad to say I've improved my cooking skills since you left."

She smiled at him.

"You'll have to show me then." She said.

"Follow me then." Vision said and they left the room.

"Hey it's Spider-Kid." Scott Lang said.

"You tripped me."

"It's man, Spider-man." Peter said.

"Whatever kid, I want a rematch." Scott said.

"Alright, let's go then. Follow me." Peter said.

"Matt."

"Natasha, you're coming with me. We need to catch up." Matthew said and left with Natasha.

"Steve, we have to talk." Tony said to me.

"About?"

"Rumlow survived." He said.

"We know, he blew up the Inhumans." I said.

"I know, he may be a bigger threat then we thought." Tony said.

"Strange, Rhodey, Rogers and Barnes, with me." Tony said.

"Well well well, if it isn't Nick Fury." I said walking down the hallway.

At the end stood the director of S.H.I.E.L.D. with his gun drawn, pointed at me.

"Back off Rumlow, I'll shoot."

"I'm counting on it!" I said, activating the blades on my gauntlets and rushed at him.

"IT'S TIME FOR S.H.I.E.L.D. TO END!" I yelled, just as Fury started shooting at me.


	5. Chapter 5

Chapter 5:

"Why is there a floating green thing too?!" Rocket whined when we bumped into another person while flying through the system.

"I know him, Sir Quill, will you help me bring him in?" Thor asked me.

"Uh sure, and call me Peter or Star-Lord ok man?" I said as I activated my mask and we jumped out to grab him.

"Whoa he's heavy." I said as we strained to bring him onboard.

"He's the Hulk, of course he's heavy." Thor said, picking him up and setting him on a bed.

"What's a Hulk?" Drax asked.

"Him." Thor said and pointed at the large green man thing with a crew cut.

"Mantis, wake him up." I said.

"You sure Peter?" She asked.

"Yeah, everyone stand ready."

Mantis walked up to it and did her emotion magic thing, causing it to wake up.

It slowly started shrinking down.

Eventually it was just a small nerdy looking man.

"Thor, where are we?" He asked as he sat up.

"Alive Bruce, these people here saved us." Thor said, patting the man on his shoulder.

"Who are they?"

"We're the guardians of the galaxy, my names Peter Quill." I said and stuck out my hand.

"Bruce Banner." The man said and took it.

"If I might ask, how is a human this far out in space?" Bruce asked.

"It's-a long story." I said.

"Well, clearly we all have time." Thor said, sitting down.

"First I should introduce you to the others. The green girl is Gamora, Rocket is the racoon, Groot is the tree, Drax is the big lad and Mantis is the bug looking lady." I said, pointing at each member.

"Hi I'm Bruce." He said, waving.

 _Crossbones POV*_

He fired three shots.

Two missed.

One got my vest, but did nothing.

I swung my blade arm forward, the blade piercing Nick Fury's stomach.

"AGH!"

I pulled my blade out and watched as Nick fell on the ground.

"D-damn it Rumlow..." He said.

"Y-you d-d-don't know w-what you're doing."

"I'm helping cleanse earth for my master." I said, kicking him.

"Y-you've already lost..." Fury said, dropping his gun, his head leaning over to the side.

"Well, S.H.I.E.L.D. isn't a problem anymore." I said.

When I walked out two people were waiting for me.

"Rumlow." Steve Rogers said to me.

"Rogers." I said back to him.

"Where's the red white and blue? The blacks all depressing Cap."

"It's not Cap anymore, it's Nomad."

"Same shit, different pile." I said, pulling out the blades in my gauntlets.

"Stark, nice to see you."

"Stay quiet Rumlow, you just killed my friend, you get no mercy." Stark said.

"Well let's get to it then." I said and ran at them just as Steve wound up for a punch and Tony fired a repulsor.

 _Star-Lord POV*_

"So you aren't fully human?" Bruce asked me after I told my story.

"No, I'm half celestial." I said.

"What's that?" Bruce asked me.

"It's...complicated."

"Ok then." Bruce said and shrugged.

"Hey isn't Xandar supposed to be in this system?" Rocket called out to me as soon as the ship slowed down.

"Yeah, that's where we're stopping isn't it?" I asked Rocket.

"It's gone..." Rocket said as I walked up to the front of the ship.

"Look, the suns and moon are still here, go to the moon there's a colony there." I said and pointed at the moon.

"Ok Quill, but don't expect much." Rocket said and headed for the moon.

 _Crossbones POV*_

Steve blocked the one blade with his plain grey vibranium shield while Iron Man's repulsive blast knocked my other gauntlet off.

"Damn you." I said and used the momentum from Tony's blast to punch Steve in the face.

He rolled backwards, using the momentum to get away from my blade which I sent forward, trying to stab him.

I pulled a revolver off my belt and started shooting in Tony's direction, hitting his face plate enough times to cause him to flinch.

I ran at him and swung my blade at his arc reactor in his chest, but he caught the blade and broke it, just inches from his chest.

"That's off limits." He said and punched me hard in the face.

As I stumbled backwards Steve hit me in the back with his shield which knocked me onto one knee.

"Stay down Rumlow." Steve said, picking up my revolver.

"You won't use that, it's not your style." I said, smirking through my helmet.

Steve smirked.

"It is now." He said and shot me in the chest, the bullet being stopped by my ballistic vest but the impact knocking me over.

"Oof!"

I looked over and saw Steves leg was open, but Tony had a repulsor in my face.

I threw a knife at Rogers, causing him to roll out of the way and before Tony could shoot me with his repulsor I caught his hand and crushed the gauntlet, rendering his repulsor useless.

"You little bastard." He said and struck me in the face hard enough to crack my mask.

I ran at Steve and kicked him to the ground, stealing his shield and throwing it at Tony.

It hit him right in the face and his face plate fell off.

He fell over from the impact but Steve kicked me to the ground.

I turned and grabbed his foot as he tried to stomp on me.

I threw him off to the side and stood up.

I turned around and immediately got hit in the face by Tony, knocking me onto one knee and breaking my helmet, exposing my disfigured face.

I grabbed his leg and threw him to the ground.

"Agh!"

I stomped on his arc reactor but it didn't do anything and Steve kicked my feet out from under me.

I blocked a few kicks and punches from him and stood up.

I picked up Steve and threw him into one of the walls.

I then kicked him a few times and turned around only to he hit by a beam of energy.

"Now now Rumlow, it's past your bed time." Tony said and launched him self into the air.

As he came down I tried to block his punch but his fist broke through, propelled by the rockets on his gauntlets and the momentum of flying up and falling down.

The last thing I saw was a red and gold fist.

 _*Tony POV*_

"Come on Steve get up." I said and helped the larger man up.

"He's gotten stronger." Steve said, shaking his head.

"I know, but cuff him and bring him onto the ship, I'll grabe Fury." I said and walked into the building.


	6. Chapter 6

Chapter 6:

As we landed on the surface of Xandar's moon we knew something was wrong.

"Alright Guardians, this is gonna be dangerous so let's be careful." I said, activating my mask as the other guardians and the 2 avengers followed me out.

There were dead bodies littered everywhere.

"Damn Quill, what happened here?" Rocket asked as he walked up to me.

"I don't know Rocket..." I said, looking around.

"We should start by looking for survivors." Thor said and ran off with the Hulk.

"What he said." I added and the rest of us followed them.

"Why is everyone dead? And where the hell

Is Xandar?!" Rocket said as he kicked a soldiers helmet.

"WE FOUND ONE ALIVE!" I heard Thor yell from down the hallway.

Gamora and I ran over and recognized the man.

It was Denarian Dey, the man who arrested all of us before we became the Guardians.

"Dey! Oh my god what happened?!" Gamora exclaimed as she ran over with a medkit.

"Gamora, and Star-Prince." He said, smiling.

"Star-Lord..." I muttered as I walked over.

"It was chaos, some huge purple dude with a gold gauntlet came along, had blown up other colonies. He came with 5 others who appeared to be his kids, as well as Gamoras sister, Yondu Udonta and Ronan, I thought they were all dead..." he said, but was interrupted by a coughing fit.

"Take it easy buddy, we'll bring you onto the ship." I said and Gamora and I picked him up.

"The rest of us will keep looking for survivors." Thor said and continued his search.

"So what exactly happened hear?"

I asked Dey, after he had rested and we had left the moon.

"Well that purple guy, Thanos, and his army of lackeys showed up." He started.

"The Black Order." Gamora and I said together.

"Yeah but he had your sister, Nebula, Ronan and Yondu, along with all the ravagers except for Kraglin. They all looked off though, like they shouldn't be there." He continued.

"Rocket, contact Kraglin and tell him to meet us at Knowhere." I said.

"Sure thing Quill, of course the raccoon can't listen to the story." He said, throwing his arms up and leaving.

"He attacked the planet first, people dying left and right. It was a massacre." Dey said.

"My god, that's horrible." Bruce said.

"The Nova Corps HQ got blown up fairly quickly, I was the only high ranking officer to survive. Of course, right after his army shows up and kills everyone except the lucky few who could escape. I got my family onto a ship to Knowwhere." He said, sighing.

"At least they made it off." I said, trying to lighten the mood.

"Eventually, the rest of the soldiers retreated to the moon. We actually were gaining the upper hand until Thanos himself showed up, he blew up the planet and started raining pieces of it down on us. God it was horrifying." Dey added.

"Shit, we're gonna have to prepare if we're gonna take him down." Gamora said, looking at me, Drax and Mantis, who had been asleep the whole time.

"Did I miss anything?" She asked.

"Sit down Mantis, I'll explain everything." I said.

"Quill, there's one more thing you should know, he said his next stop was Terra." Dey said.

"Shit..." Thor, Bruce and I all said in unison.

Tony POV:

"DAMMIT!!" I yelled, punching a hole through the wall of our conference room.

"Tony, calm down, none of us would of seen this coming." Steve said, trying to calm me down.

"He has a point Tony, we've been working together for a few months now, and none of us could've predicted this." Stephen Strange said.

"They've got a point Mr. Stark." Peter chimed in.

I was in the conference room with the inner circle of the Avengers: me, Steve Rogers, Stephen Strange, Peter Parker, Wanda Maximoff, Matthew Murdock, Vision and T'Challa.

"What we need, is a plan of attack against these terrorists." Matthew said.

"I know they have a base in Wakanda, I can move the military in there and shut down the base." T'Challa added.

"Good idea." I said.

"I see a 93% chance of success." Vision added to my statement.

"Well, if you'll excuse me, I have a few calls to make." T'Challa said and left the room.

 ** _A few days later..._**

 _Spider-Man POV:_

Peter? PETER?!" I heard the teacher call as I woke up.

I was so exhausted from busting a crime ring the night before I barely slept, and it was showing.

"Hmm, yes Ms. Howlett?" I said.

Our teacher was barely older than us, her full name was Laurel Howlett. She talked about her dad, Logan, a lot. She never talked about how and where she grew up, which we all found a little odd.

"I was asking for the answer to this equation." She said and pointed at the board.

"423.5" I said.

"Right, even though you're sleeping you're still listening it seems." She said and kept talking.

" _Peter, you gonna go avenging again tonight?"_ Ned whispered.

"No, tonight my off night, besides MJ wanted me to go protesting with her." I said, just as the bell rang.

"Oh cool! Can I come?" Ned asked.

"I don't know, you should ask MJ." I said as we approached her locker.

She was shorter than me, with tan skin and curly brown hair.

"Oh hey Peter!" She said, grabbed her stuff and closed her locker.

"Hey Michelle." I said, smiling.

"Oh hey Ned, you coming too?" She asked.

"I guess that answers the question, yeah I'll come." He said.

As we left the school I had to ask:

"So... what are we protesting?" I asked MJ.

"The Sakovia Accords." She said.

"People protest that?" I asked.

"I figured you'd wanna help with that, considering you're Spider-Man." She said, smugly.

I felt a lump in my throat.

"W-what...me, Spider-Man...hehe you must be mistaken." I said, nervously.

"You don't think I didn't recognize you're voice back in D.C?" She said.

"Don't tell anyone, only Ned and May know." I said.

"What about the Avengers?" She asked.

"Ok them too." I said, defeated.

"So the Stark internship..."

"Was actually me going on missions with the Avengers."

"That's pretty cool Peter, you could get any girl with that." She said.

"The only girl I'm after wouldn't care about that stuff." I said, blushing and rubbing my neck.

"Hmm, wonder who that is?" MJ said, smirking but blushing.

As we arrived in Times Square, the hairs on my arms stood up.

"Peter..." Ned started to say.

"Something's wrong." MJ said.

Suddenly the large monitor exploded, debris crushing people or pinning them to the ground.

I started to shoot webs from my web-shooters, deciding saving people was more important than keeping my identity safe.

I gave MJ my Avengers card.

"Use this, contact Stark, get him to help." I said and started to run off.

"PETER?! WHERE ARE YOU GOING?" MJ called after me.

"To fix the problem I caused." I said as I ripped open my shirt, showing my suit underneath, and put on my mask.

I shot a web at the building with the destroyed monitor and prepared to face one of my greatest foes...

A/N: Does anyone recognize the name of the teacher and her "father"? It's a sign of things to come ;)


	7. Chapter 7

Chapter 7:

I swung in and kicked what I thought was the man responsible, but it was an illusion.

"Where are you Beck?!" I yelled out inside the tower.

"You forget Peter, I don't go by that name." He called back.

He appeared out of smoke that was hindering my spidey sense.

I got hit hard in the face and it knocked me to the ground.

"Argh!"

"You forget Mr. Parker, you can't beat the great Mysterio!" He said and kicked me in the stomach.

He was right. Out of all the people I had fought, Mysterio was the only one I have never beaten.

"Give up before I beat you into submission." He said, standing above me with his arms crossed.

"I'm not giving up Quentin" I said and stood up.

"So be it." He said, and despite the fact he was wearing a glass orb over his head, I could feel the cocky smile he was making.

He spun around and kicked me in the face, sending me stumbling backwards.

I recovered and stepped forward, punching him right in the gut. Then as he was reeling back I swung webs on the walls behind him and launched myself, kicking him and knocking him to the ground.

"Oof!"

He stood up a decked me hard in the face. He swung again but I blocked the punch and pushed him off to the side.

I swung 2 more webs and launched myself at him again. This time he rolled out of the way and threw a desk at me.

It sent me flying into the wall, and before I could stand back up he ran over and kicked me.

"Stay down if you know what's good for you." He said.

I tried to stand up again and I kicked his legs out from under him.

I then wrapped a web around him and swung him into a wall, but he used a knife he had hidden in his suit to break out.

He ran at me, throwing the knife at my chest.

I dodged the knife, but in doing so got right in his path.

He drop kicked me, sending me stumbling backwards, right towards the hole in the building.

Then, before I could recover, he threw another desk at me, knocking me out of the hole and sending me tumbling to the ground below.

 _MJ POV:_

" _We're on our way."_ Tony Stark said over the comm in the card.

"Thank you, Peter has never beaten this guy." Ned said.

" _I know, just try to stay alive you two, I'll be there soon._ "

"Ok, thank you Mr. Stark." I said and turned it off.

When I turned around I saw Peter, standing at the edge of the hole looking like he was recovering from a hit.

Then I saw him get hit by a desk and fall out, the rips in his suit oozing blood.

"PETER!" I yelled and started to run over as fast as I could.

 _Tony POV:_

I started running out of the compound with Steve, taking off my suit jacket and twisting my watch, my suit starting to cover me.

Once the HUD came on I grabbed Rogers and launched into the air.

" _Why the rush sir?"_ Friday asked as we launched into the air.

"Urgent matter, activate cuffs on Steves arm then go as fast as we can" I said.

" _Yes sir."_ Friday said, closed a cuff on Steves arm and put my boosters at full power.

 _Peter POV:_

I hit the ground hard.

"Awww... owww... man this is bad..." I said rolling over.

Mysterio floated down and stood in front of me and the shocked crowd.

"It appears I win again!" He said, laughing maniacally.

He walked over to me and kicked me in the stomach again.

"Agh!"

"Here stands the Spider-Man, defeated, by the hands of the great Mysterio!" He said, resting his foot on my stomach.

I saw Ned and Michelle in the crowd of onlookers, both looking shocked and scared.

I was scared too.

He picked me up, standing behind me as I sat on my knees, defeated.

"And who is this, Spider-Man?" He said, and I felt him grab the back of my mask.

He peeled it off and the crowd gasped.

"None other than Midtown Highs finest, PETER PARKER!" He said and kicked me, making me roll a few feet.

"Owwww..." I moaned as I tried to stand up.

"Your own local hero stands defeated..." he said as he walked over to me.

"Now watch as I kill him before your eyes." He said, pulling another knife from his belt.

"NO! PETER!!" I heard Ned and Michelle yell from the crowd.

"What's May gonna think about this...?" I muttered to myself and chuckled.

Quentin grabbed me, turned me around and put the knife to my throat.

"I know you called your Avenger friends, and

I have a surprise for them too." He whispered in my ear.

I kicked him hard in the nether regions, breaking out of his grasp and rolling away.

The crowd started cheering.

 _"SPIDER-MAN! SPIDER-MAN! SPIDER-MAN! SPIDER-MAN!"_

I stood up and spat, blood coming out of my mouth.

"You will die Parker." He said.

"I know, but you're coming with me!" I said and ran at him, sticking a web on him and propelling myself towards him.

I punched him hard enough to break the bullet-proof glass helmet he was wearing.

I turned around and saw Iron Man holding Nomad flying through the sky, but once the passed the building a black web hit them and pulled them into it.

Iron Man let Steve go and he fell to the ground, using his shield to break his fall.

Tony on the other hand got dragged into the broken tower, before a blue flash sent him and the source of the black web flying out.

"EVERYBODY GET OUTTA HERE!!" Steve yelled.

The crowd ran in a panic. I turned and saw MJ and I ran over to her.

"Go to Mays house with Ned, stay there, I'll come get you guys when it's safe." I said and placed my hands on the side of her head.

"Don't get yourself killed Peter..." she said, visibly worried.

I kissed her.

"I'll be fine. NOW GO!" I said and started running back.

She nodded her head, grabbed Ned and ran off.

I ran up to Steve and Tony, as we stared down Mysterio and Venom.

"Well Spider-Man, now that you've cleared the area, what are we waiting for?" Mysterio said.

"Good point." I said and put on my mask.

"I'L RIP YOU TO SHREDS!" Venom yelled and at that moment we all ran at each other, and Tony launched himself into the air.

A/N: Now I know people may not like this, but I am using the MCU version of MJ (or Michelle) because I am trying to stay within the MCU, but adding characters that I think have a place in it (hence Mysterio and Venom making appearances.) I hope this doesn't cause too many problems and I hope you still enjoy the story.

~Maca56


	8. Chapter 8

Chapter 8:

"Welcome to Knowhere Dey!" Rocket said as we flew through the mouth of the disembodied skull.

"Believe it or not, but I've actually been here." Dey said back.

"Whatever, we're here on business." Rocket scoffed.

"Where'd Kraglin say he'll meet us?" I asked Rocket as we landed.

"I can see him Quill, he's right there."

Sure enough, there was Yondu's former second in command.

The thin, messy man with a mohawk.

"Peter Quill, good to see ya!" He said and walked over, patting his chest in the usual Ravager way.

"Good to see you to Kraglin." I said and retourned the gesture.

"Gotta say, I'm liking the new get-up." He said.

While he was in his same Ravager garb, I switched mine for a leather jacket covering some armour given to me by the Nova Corps, it was the armour they wore.

"Thanks man, I think it looks pretty good."

"Indeed it does Quill, now tell me, why'd you get Rocket to call, it sounded urgent?" Kraglin asked.

"Well you know Thanos right?" I asked.

"Yeah what about him?" Kraglin asked.

"While apparently he's going on some sort of galactic conquest, he's resurrected Yondu, Ronan and all of the dead Ravagers. He's also using all of his children except for Gamora, even Nebula. He even destroyed Xandar and has all but wiped out the Nova Corps." I said.

"So you're on some sort of recruitment mission?" He asked.

"Pretty much." I said.

"Well I'm in! The darn universe needs savin', just let me grab my gear from my ship." He said.

"I'll help you." I said.

His ship was actually just a one person pod.

"You know we could just attach that to my ship ya know?" I said.

"Really, that wouldn't cause any problems?" He asked.

"Nah, my ship has a door that leads to nowhere on it, Rocket and I can attatch it there in an hour, that way you don't have to leave your ship, and we have an extra gun and some extra space." I said.

After the Milano got destroyed we'd been using a new, larger ship to accommodate the larger crew.

"I can help, I'm pretty handy myself." Kraglin said.

"Alright, I'll grab Rocket." I said and walked towards the ship.

An hour later we had Kraglins ship attached and we were flying off.

"There's one more person we need to grab." I said.

"Problem is, he's on a planet we aren't exactly welcome on."

"We aren't grabbing Ayesha's brother." Gamora said.

"We need him, he's fought Thanos before." I said.

"She HATES us!" Gamora said.

"And now comes my favourite part of the day." Draw said.

"This happen often?" Kraglin and Dey asked.

"It happens too much." Rocket and Mantis said, shaking their heads.

"They both love each other very much, but they do not get along all the time." Mantis added.

"That is...not true!" Gamora and I said at the same time.

"I am Groot." Groot added.

"HAHAHAHAHA! SHE JUST EXPOSED YOUR DEEPEST DARKEST SECRET AGAIN! HAHAHAHAHA!" Drax howled and pointed at us.

"Shut up Drax..." I said, rubbing my neck while Gamora blushed at the ground.

"Fine, we'll grab Adam, but he's tried to kill us before too, so if we die, I'm spending an eternity kicking your ass." Gamora said and walked off.

"Well, to Sovereign then." I said as we left for Sovereign space.

"Well Quill, we're here, and look at what waiting for us." Rocket said.

In front of our ship was thousands of golden drones.

"Peter Quill and accomplices, surrender and turn yourselves in or we will destroy your ship." They said in unison.

"Ok, but we don't want any trouble." I said through the ships speaker.

Kraglin, Mantis and Dey looked at us.

"They kind of hate us, thanks to ROCKET!" I said.

They towed our ship down to the palace.

"Ok Drax and Gamora, hide away on the ship, you too Kraglin, the rest of us will let ourselves get arrested. You three will find Adam, convince him to join us and break us out." I said.

They nodded and all his just before we landed out in front of the palace.

5 guards came in and cuffed us.

"I don't recognize two of you, must be replacing the two that aren't here." A guard said.

They then led us to the palace.

"Mr. Quill." Ayesha said as they guards dropped us all at her feet.

"Your Highness." I said in a mocking tone.

"Glad to see you've finally turned yourself in." She said.

"Well, actually we haven't you conceited douchebag." Rocket said, winking at me.

"I sense she's afraid..." Mantis whispered to me.

"I still don't know why I'm here." Dey said.

"I am Groot."

"First you steal from me, then you destroy my property, now you have the gall to treat me poorly, in my own kingdom." She said, clearly frustrated.

"Well, actually this is all a big distraction ma'am." I said after I felt the comm and my arm vibrate, which meant the other three had grabbed Adam and brought him to the ship.

"What do you mean?!" She asked and started to stand up.

I used my enhanced strength (from being half celestial) to break out of my cuffs and punch the guard beside me in the face.

He stumbled backwards and was promptly tripped by Rocket, who had cut his way through his bonds.

I say another guard try to strike Mantis and Dey, who were still bound up.

I threw a pot that was beside me at him, making him stunned. I ran over and kicked him to the ground.

I then undid their bonds.

"I still have your things!" Ayesha yelled as her guards surrounded her.

I smirked as Gamora dropped in with a back, containing my pistols, Rockets rifle, and Deys pistol.

We each grabbed our weapons and I activated my mask, ready to fight.

"Turn out Adam was waiting for us when we got here and wanted to help." Gamora said, drawing her sword.

"You gave me the super easy job, he's with Drax and Kraglin on the ship, they'll be here any second."

"Alright, now Guardians, get ready to fight!" I said as Ayesha called her guards and escaped.

Two ran at me, I shot one, burning a hole through his chest.

The other one got close enough to hit me with his polearm. I rolled out of the way, just dodging the swing.

"This is nothing personal sir, but I must protect the queen." He said and thrust it forward at my chest.

I smacked it out of the way with one of my pistols and shot a guard charging me from the side with the others.

"I guess out here you don't really know my rep." I said.

"You're a serial killer, 350 000 murders." The guard said and swung his weapons again.

I dodged it and shot him in the side. He collapsed in pain screaming.

"Most were accidental." I said and ran off to engage more.

I saw Gamora was trying to hold off four at a time, using the enhanced targeting that came with my mask, I shot one in the leg, causing him to fall over, while I shot another in the head.

"Thanks Peter." She said as she stabbed the other two.

Dey and Rocket were back to back, shooting anyone who got to close, while Groot was getting Mantis out of the palace.

"Well, time to run." I said as I saw the ship fly out front.

"GUARDIANS! MOVE!" I yelled and we all sliced, shot, punched and kicked our way out of the palace.

Once the ramp of the ship extended I stayed at the bottom, shooting anyone who got too close.

One guard threw a spear at me, and I caught it and impaled another guard who got to close with it, while I shot the guard who threw the spear at me.

"PETER COME ON!" Gamora yelled.

I shot two more guards and ran up the ramp, deactivating my mask once it closed.

"LETS GET OUTTA HERE!" I yelled to Rocket and Kraglin, who were in the cockpit.

"Man, that was close." I said after we escaped.

"Too close." Gamora said, sitting down beside me.

"Ahem." A large, gold man in black and red robes said as he walked in.

"Mr. Quill." He said.

"Adam Warlock."


	9. Chapter 9

Chapter 9:

"TONY LOOK OUT!" I heard Steve yell behind me.

I turned around and saw Venom jumping, mouth open. I activated my repulsors, shooting him in the mouth and sending him to the ground.

I then activated the sound blasters, as this suit was equipped with every weapon I could think of, and shot them at Venom.

He collapsed to the ground, shrieking in pain as the symbiote retreated into Brock's body and he was knocked out.

Steve was fighting Mysterio, as Peter was too wounded to fight.

 _Steve POV:_

I ran at Mysterio and threw my shield, making him roll out of the way.

I quickly changed direction, flipped and kicked him hard in the head.

He was out cold instantly.

"Jeez Cap, how did you beat him in one hit?" Peter asked as he walked over.

I picked up my shield.

"Easy, watch for vulnerabilities, and exploit them." I said, putting the shield on my back.

"And it's not Cap anymore kid." I said.

 _A few days later..._

I stood in front of the grave of one of the most beautiful and tough girls in the world.

 _Here lies Margaret "Peggy" Carter, beloved mother, aunt, wife, friend._

On top of the grave was the S.H.I.E.L.D. insignia.

"When I come up there Peggy, you owe me a dance..." I said, smiling a little at the memory.

I set the flowers I was holding down on her grave.

I stood there for a few moments, going through all my memories of her, before something moving behind me snapped me back to attention.

"She was a great person, shame she's gone." An older man, dressed in a suit with grey hair and a large grey moustache said.

"So Captain Rogers, you think that you can get away with everything you've done?" He asks, his hand resting on his belt.

"How'd you know I was here?" I asked, not turning around.

"Where else would you be Captain?" Was his response.

"What do you want? Can't you see I'm just trying to have a moment of peace?" I said.

"I want you to pay for your crimes." Thaddeus Ross said.

"The accords aren't sanctioned anymore, I'm allowed to be independent." I said.

"Doesn't matter, you still need to answer for your crimes." He said, pulling a gun off his belt.

"You don't wanna do this Ross..." I said.

"I know what I want to do." He said and pointed it at me.

I ducked just before he pulled the trigger. I launched myself at his legs, knocking him to the ground.

I kicked the gun out of his hand and pinned him down. I punched him four times in the face, knocking him out.

"Why don't people understand, it's not Cap anymore." I said, standing up.

Ross was out cold.

"Steve?" I heard a woman say as she stepped out behind me.

"Sharon, what are you doing here?" I asked.

"I was tailing Ross, government orders. Why do you just beat the shit out of him?" She said, pointing a gun at me.

"Sharon, he tried to shoot me, I was defending myself." I said, putting my hands up.

She lowered her gun.

"I know you don't lie." She said, putting it in its holster.

I lowered my hands.

"It's good to see you Sharon." I said, smiling.

"You took Steve." She said and we hugged.

"So why were you tailing Ross?" I asked.

"Well, he was acting suspicious, im the top agent in the CIA, they sent me. I find him unconscious beside you. And man you look good with long hair and a beard." She said.

"Why are you at Aunt Peggy's grave?" She asked.

"Just wanted to put some stuff to rest..." I said.

"I understand Steve, I can go and take Ross if you want." She said.

"How about you take Ross and meet me downtown later today? I got the week off so maybe we could grab some coffee?" I asked.

"Sounds good, I'll text you when I'm free." She said and kissed me on the cheek.

"I still barely know how to work these things." I said, chuckling when I pulled out my phone.

"I know Steve." She said and laughed.

"I'll see you later." I said.

"Bye Steve." She said.

As I walked downtown I got stares from a lot of people, some calling me a criminal, others calling me a hero.

I even ended up walking by Peters school and decided I'd drop in. Luckily he was on lunch break and just sitting on the steps with his friends.

"Peter!" I said and waved at him, walking up the steps.

"Steve, what are you doing here?" He asked, clearly surprised, while his friends all looked at us, shocked.

"I'm on break, decided I'd stop by." I said.

"Are you-" one of the girls asked, a small blonde girl.

"Hi, I'm Steve Rogers. Nice to meet you." I said, smiled and stuck my hand out.

The girl took it and started freaking out.

"I-I'm Gwen Stacey. OHMYGOD I JUST SHOOK STEVE ROGERS HAND!!!"

I chuckled.

"Well Steve, this is Ned." He said, pointing to a big Asian kid.

"Hi Ned." I said.

"H-hi Mister Rogers." He said.

"Please, call me Steve." I said.

"And, this is Michelle." Peter said.

"Nice to meet you Mister Rogers." A tan girl with black curly hair said.

"Nice to meet you to Michelle." I said.

"Well well well, if it isn't Penis Parker and the dork squad." A smaller tan kid said and walked up to them.

"And who's this? Knock off Captain America?" He said and his friends laughed.

"Steve, this is Eugene." Peter said.

"It's Flash you little brat!" He said and tried to kick Peter.

I grabbed his leg and flipped him around. He landed flat on his behind.

"Hi Eugene, I'm Steve Rogers." I said, smirking.

"Do me a solid, Peters my friend, he's Tony Starks friend, he's got friends in high places. Don't mess with him." I said.

"Y-Yes Captain." He said, saluted and walked off.

"I coulda handled that Steve..." Peter said, chuckling.

"After that whole thing with Mysterio everyone knows I'm Spider-Man."

"Yet he still messes with you. I don't like bullies." I said.

"Well thanks Steve." Peter said as the bell rang.

"I gotta go to class, I'll see ya in a bit!" Peter said.

"Don't let me keep you, see ya later Peter, bye Peters friends." I said, waved and started walking down the stairs.

"Bye Captain Rogers." They all said and went inside.

"So where are we going Steve?" Sharon asked as we walked around downtown New York, which had been fully repaired after Mysterio and Venom were put into custody on the raft, along with Crossbones and many others.

"Well I was thinking grab some coffee, go to a movie, grab dinner then watch the fireworks that'll be going off tonight." I said, and looked at her.

She smiled.

"Sounds fun."

We walked into a small coffee shop.

The man at the counter was small and old, with long ish (around the same length as mine) Greg hair and a lovely moustache, he had glasses.

"Well, what did I have to do to get Captain America in my shop." He said.

"Please, call me Steve." I said.

"Of course, my names Stan, Stan Lee." He said.

"Nice to meet you Stan." I said and shook his hand.

"Now what would you like to drink?" He asked.

"I'll take a large black dark roast." I said.

"I'll have a large iced coffee please." Sharon said.

"Coming right up." He said.

We sat down outside once we got our coffees.

"For such a small shop this place is packed." I said, noting how all the tables, inside and out had someone sitting at them.

"It's nice." Sharon said.

I looked over and saw a large electronic billboard, with my shield being on the screen.

Over my shield it said " _the hero we need, please come home Captain America"_

"What is it Steve?" Sharon asked.

"Do people really think I'm gone?" I asked.

"A lot of people do, many were hoping that the accords being repealed would bring Captain America back." Sharon said, sipping her iced coffee.

"I know you don't go by that name anymore, but maybe it's time he came back."

"Maybe. But maybe Cap should stay gone, I've been a hero to this country for 95 years Sharon, maybe it's time for Cap to go." I said.

"I think he should come back, be a beacon of hope while the world goes to shit around us. I mean all these villains appearing, all the stuff going on in space. All these stupid politics. The people need Captain America, the world needs Captain America." She said.

We went and watched, at Sharon's request, a movie about my life. I felt like a jerk watching it but she wanted to see it. They really glorified a lot of what happened.

We then went and had dinner at a very nice restaurant, chatting and just enjoying each other's company.

Finally, we went and saw the fireworks.

"Wow, they're so nice." Sharon said, as we sat on a hill watching them with many other people.

"They really are." I said, bringing her closer.

Then a ton of fireworks went off, spelling out the words "heroes of New York".

There was a spider, for spider man.

And arc reactor for Iron Man.

The largest of all, was a white star, for Captain America.

"Thank you for watching our fireworks show tonight. And if you're out there, please come back Captain America, we need you." The announcer said.

"Goodnight everyone, we'll have another show next week!" He said and a ton of fireworks went off and everyone stood up clapping.

As Sharon and I walked back to her appartment, it was nice and quiet on the streets.

"People really want Cap back." I said.

"My question is, how do they not realize Nomad is Cap?"

"I don't know Steve, but you were a beacon of hope, maybe it's time you came back." She said as we walked up to her door.

"Maybe, but I don't know." I said, looking down.

She put her hands around my back and looked me in the eyes.

"Whatever you choose Steve, I'm with you." She said and kissed me.

"Thank you Sharon." I said.

"Well I should probably get to bed." She said.

"Yeah of course don't let me keep you." I said and hugged her.

"Bye Steve, I'll call you tomorrow."

"Night Sharon, sleep well." I said and left.

When I got back to the avengers compound I went into my room.

I looked at the pictures of me I had been given by Peggy before she passed.

I looked at all the news articles about Captain America.

"Maybe Sharon's right." I said to myself.

I walked over to the mirror and looked at myself.

"Maybe it is time for Cap to come back."


	10. Chapter 10

Chapter 10:

"Ah Steve, you're back early." I said as Steve walked by.

"Yeah, I can't stay outta the action for too long. I have a question Tony." Steve said.

I stopped, looked at him and crossed my arms. Raising an eyebrow I asked:

"And that is?"

"Do you still have that hard light shield you made for me?"

I laughed.

"Why would I throw out one of my best inventions? Come with me." I said.

As we walked to the lab we walked past Peter and Lang sparring for the umpteenth time, Matthew and Luke "reading" the news paper, Frank and Natasha fighting over who's more skilled, Robbie blowing up our bathroom taking a shit and a massive game party with Wanda, Vision, T'Challa, Bucky, Clint, Stephen and Wong. Rhodes was sitting in the back watching them.

"Friday, turn on the lights." I said and clapped my hands.

" _Of course Mr. Stark."_ The automated voice of Friday said.

I walked over to a desk in my lab.

Steve walked over to an incomplete suit I was making. He then walked over to a new spider suit and a couple new guns I was working on. I even had a new war machine suit and Ultrons head.

"You've been busy." Steve said.

"Yeah, well it helps with the PTSD, and helps keep us prepared." I said, picking up a red and blue glove.

On the palm I had a repulsor, on the back of the hand was a white star, the glove covered the whole arm, so it was more of a sleeve. It had a projector on the forearm.

"Here she is." I said, putting it on.

I turned and shot the repulsor at a dummy I had up. The dummy fell over.

I then brought my arm up in a defensive position and the shield came online.

"Grab that gun on the bench and shoot the shield." I said.

"You sure?" Steve asked, picking up the gun.

I nodded and he shot 3 rounds, each one bouncing off the shield.

"Even lighter then vibranium, 5 times as strong. Glove comes with a bonus repulsor and it's got a self charging battery." I said, taking the glove off.

"Here ya go." I said and handed it to him.

"To turn it on just bring your arm up. To throw it make a throwing motion, im working on a hard light one that stays around permanently, so you don't need the glove, but this is the best we've got for now." I said.

"Wanna see your new suit?" I asked.

"How'd you know I'm becoming Captain America again?" Steve asked.

"Asking for the shield gave it away." I said, shrugging.

"Also I'm one of the smartest people on earth." I said and pressed a button.

The suit came up in a display case. It was the same design and colour as his suit from when he worked for shield, dark blue with a white star and streaks on the chest.

"It's got a vibranium mesh under the first 3 layers of fabric, basically it'll stop anything but an FMJ sniper on the body, the helmet is vibranium, making it bulletproof." I said.

"Thanks Tony, it looks good." Steve said.

"Try it on, the glove fits underneath the suit." I said.

When he went to try it on I started work on my new suit. I'm calling it the Destroyer Armour. It's made out of the same metal as Thor's hammer and I'm modelling it after the Destroyers in Asgard, hence the name.

When Steve came out I was shocked.

"Fits better then I thought, you know I eyeballed the measurements?" I said and put my hands on his shoulders.

"It's a little tight." He said.

"It'll just impress Sharon more, I think you'd look better if you cut the hair and shaved the beard." I said.

"I'll get right on that." Steve said and started to leave.

I stuck my hand out and he took it.

"Welcome back Cap." I said.

 _Star Lord POV:_

"Peter, why are we here?" Gamora asked me once we landed on an asteroid in the middle of nowhere.

"My gut told me we should land here." I said.

We all put on our space suits and stepped out into the asteroid.

"I sense a dark presence." Mantis said.

"I feel it too." Adam and I said.

"I'm going to kill it." Drax said.

"I am Groot." Groot added.

Dey and Kraglin stayed on the ship while the rest of us went out.

"I don't like this..." Thor said.

"Yeah same, it like water." Hulk said.

" _Guardians of the Galaxy, you've been foiling my plans for a while..."_ somone said.

We all grouped up in a circle, preparing to fight.

" _I brought you here Peter Quill, so I can kill you and your team, so it will make my conquest of Earth easier."_ It continued.

" _And my lovely daughter Gamora, it's a shame to have to kill you."_

Out of the shadows, we saw a glowing, golden gauntlet.

The Mad Titan stepped out, with Ronan, Yondu, Nebula and his children.

"I am going to enjoy this very much." He said, pointed his glove at us.

"Sorry Quill, I got brought back to kill ya." Yondu said and started whistling.

His Yaka arrow started flying around him, but he sent it into the stomach of one of Thanos' children.

"Agh!" It said and fell over.

Yondu ran over to us.

"You really think you're daddy would leave you behind Quill?" He asked.

"EVERYONE ON THE SHIP!" I yelled and we ran for the ship.

As we started boarding, Dey and Kraglin started the engines. Rocket and I roll our seats while Drax and Gamora manned the guns, Adam and Mantis tried to put a shield over the ship.

As we flew off the last thing we heard was inside all of our heads.

" _You will pay for this, I am going to make your deaths as painful as I possibly can."_


	11. Chapter 11

Chapter 11:

 _Daredevil POV:_

" _Tony! Urgent call from Dubai!"_ The voice of Friday called throughout the compound.

"What do they want?" Tony asked, putting on his "watch".

" _Crossbones escaped the Raft, he's leading a small team of other villains to destroy some of the city's landmarks."_ Friday answered.

"Roger that Friday, scramble a jet, Steve, Murdock, Cage, with me." Tony said.

We all ran over and Steve and I suited up.

I cocked my head, something sounded different about Steves uniform.

"Well I'll be damned, Captain America's back." Luke said as we boarded the jet.

"Well, he couldn't sit back and let villains blow up the world." Steve said, and I could tell by the tone of voice that he was smiling.

"Well welcome back." I said, smiling.

"Hey same thing to you, as far as the world knows you're dead Murdock." Steve said, chuckling.

I nodded my head.

"True, only Luke, Danny, Jessica and Frank know." I said.

"You'll have to tell Foggy and Karen soon." Luke said.

I sighed.

"I know. But maybe it's best if they don't know I'm alive." I said.

" _Sir we've arrived."_ Friday announced.

Tony was sitting in his "special" chair.

He twisted his watch and his seat started folding back, just as the jets back started opening.

"I'll see you guys down there!" He said just as his mask covered his face.

"Well, time to go!" Cap yelled and jumped out.

"He didn't have a parachute did he?" I asked.

Luke picked me up and chuckled.

"Nope, and neither do we!" He said and jumped out, still carrying me.

"AAAAAAAAAAHHHHHHH!" I screamed as we plunged 2000 feet towards the ground below.

"WHOOOOOOOOOOO!" Luke was yelling.

Luke landed on his back, destroying the ground he landed on.

I stood up.

"Don't do that again." I said sternly.

He got up and groaned.

"Yeah, I'm not gonna, trust me." He said and cracked his back.

Steve and Tony were just a few feet ahead of us.

"Hold up. Something's wrong." I said and started looking around.

"Below us, there's enough C4 to split the city in half." I said.

"And?" Luke said.

"It's armed! EVERYBODY RUN!" I yelled and Luke and I ran for cover.

Tony picked up Steve and flew into the air just as the C4 went off.

All I could hear was an extremely loud ringing and bang. I layed on the ground, covering my ears as the centre of the city erupted in front of me. There were people screaming, getting crushed by debris or falling into the hole.

"Jesus..." Luke said after the ordeal.

"How bad is it?" I asked, cocking my head and looking in different directions, trying to paint a picture in my head.

"It's... bad." Luke said.

I heard Tony and Steve land behind us.

"We need to... call in more Avengers. We need to help with the cleanup." Steve said and ran off.

Tony sat down and his mask retracted, exposing his shocked face.

"I should've detected it..." He started muttering to himself.

"Tony, it's not your fault." Luke said.

I stood there, shocked. I should've been able to detect them sooner.

"I, I know someone who lives in the area that can help out, if her house wasn't destroyed." I said.

"Matt, if you're thinking about grabbing her-" Luke started to say.

"We need the help and you know it Luke." I said.

"Fine, run and grab her, we'll help with clean up." Luke said.

I nodded and ran off. I turned the corner of the street and saw the street I needed to cross was gone.

"Shit..." I muttered.

I started running along the crevice, hoping to see a way across the road. After a few minutes of running I found that the crevice stopped, a bridge had held up. It was mobbed however, covered in fleeing people.

In the middle of the crowd I saw the woman I was looking for.

"Elektra!" I yelled out to the crowd.

She turned around and I heard her heartbeat quicken.

She started pushing her way through the crowd, towards me.

"Matthew, what are you doing here?!" She asked once she reached me.

"Hero business." I said.

"Well I can tell by the get up." She said.

I had a new suit made for me by Stark. Same design but it was all completely bullet proof, thanks to a vibranium helmet and mesh in my suit.

"I wish I came on better circumstances, we need your help." I said as I heard what was going on.

People screaming, authorities yelling, dead bodies being found.

"What was that explosion about?" Elektra asked as we started walking back.

"Crossbones, you may know him as Brock Rumlow, worked for Hydra, ally to the Hand." I said.

"I know him." She said.

"Well he lead a team of super villains and terrorists into the city, they must've planted C4 in tunnels under the city, because that bridge is the only thing still standing in the centre strip if the city. The entire length of the city in the middle is a crater." I said.

"Well that would explain the explosions." She said.

"More Avengers are on their way, but something tells me this is gonna be ground zero for a huge fight, heroes on one side of the city, villains on the other." I said as I heard trucks with armed men and villains arrive on the other side of the city.

"So that's why you grabbed me?" Elektra asked.

"That and I missed you." I said, chuckling.

Once we arrived at the hospital, which was where Luke, Tony and Steve were, I told them what I heard.

"Luckily I called in all the Avengers and your Defender buddies. Looks like this may be a big fight." Tony said.

"Well, let's get ready." I said.

A/N: I decided to rewrite the chapter as I didn't like how the last one went. Also it starting to wrap up the story, as I only had planned this to be about 15 chapters long. I realize now that it's going to be a bit longer then that, but still, we're nearing the end. Thanks to everyone who's been reading the story to this point and I hope you'll stick with it till the end.

~Maca56


	12. Chapter 12

Chapter 12:

 _Star-Lord POV:_

"Well Peter, we're in the Milky Way." Gamora said as we finished our warp.

"We beat Thanos right?" I asked as Drax and Yondu walked in.

"Pretty sure." She said.

"If we are close to Earth, i think we should go, Banner and I have allies there." Thor said.

"If we fight Thanos ourselves we will all day, 100%. If we go to Earth, most of us have a 50% chance of making it." Adam Warlock said.

"How do you know that Frills?" Rocket asked.

"I looked into all outcomes. Peter has the highest survival rate out of all of us, with 6 out of 10 times. Drax has the lowest, with 1 out of 10 times." He said.

"Doesn't matter, we go to Earth." I said.

"It's your funeral." Rocket said as we accelerated towards Earth.

"Tony! Ah it's good to hear your voice friend. Banner and I are with a group of people called 'the Guardians of the Galaxy'. You're in Dubai? What is that place? It's a big city in the desert? Like Vegas? Ah ok, Banner will know where it is? Ok, we'll be there soon." I heard Thor say over the radio.

"Bruce, we must get to a place called Dubai!" Thor said.

"Why are they there of all places? Ok it's right here." Bruce said and put the location on our ships map.

"As long as we beat Thanos to Earth, we have a chance." I said.

 _Iron Man POV:_

"Matt trusts you so we trust you." I said to Elektra as all the other heroes started arriving.

"You need people like me." She responded.

"Yeah we do. A galactic overlord is in his way with an army, most of which is on the other side of this city. We need heroes." I said.

"Well you've got 'em." I heard Peter Parker say behind me.

He was wearing his Iron Spider suit.

Behind him stood all of the other Avengers, and the Defenders.

"Welcome, everyone." I said.

"Look, I'm gonna get straight to the point. On the other side of this city is an army of super villains, and a galactic overlord mad-man is on his way. We're all that stands between them, and Earth. We have a job to do and that job is stopping this onslaught!" I said and they all started nodding in agreement.

"Rallying the troops Tony?" Steve said as he walked up behind me.

"Stalling, waiting till a few more friends arrive." I said just as a ship landed in front of us. I saw Thor, with a haircut, waving at me through the window.

Him and Banner came out, along with a few new people.

 _Star-Lord POV:_

Kraglin and Dey stayed on the ship, they were going to go deeper in the galaxy and warn people, in case we lost.

This meant Yondu, Gamora, Drax, Adam, Rocket, Groot and I were fighting.

"So you're the Guardians?" A man in a grey suit with a mask with orange eyes and orange lights emitting from his suit. Spikes were on his arms and shoulders.

"Yes we are, you must be the Avengers." I said.

He nodded.

"Tony Stark, nice to meet you." He said.

"Peter Quill, likewise." I said.

"You know an overlord named-" I started to say but Tony interrupted me.

"Thanos is coming. Yeah." He said.

"Things are gonna be tough, a lot of us are gonna die." Tony started saying to the crowd of heroes.

"But we'll die protecting Earth. Saving families, our friends, innocents. We can't back down when we are Earths only hope. We have an army of villains to fight, but we can do it! We've beat these guys before, we can do it again. We're gonna go to that other side, we're gonna beat the crap outta those villains, and we're gonna punch that overlord right in the face!" Tony finished.

Everyone started cheering and clapping.

"That's new." A man in a dark blue combat suit with a light shield said.

"We got this guys! Let's go!" Tony yelled and flew into the air, with all flyers following him, and everyone on the ground follow blue combat suit man.

"I'll see you on the other side Peter." Gamora said and ran off.

I smiled at her, activated my mask, and flew into the air.


	13. Chapter 13

Chapter 13:

 _Tony Stark POV:_

There we all stood.

For every hero, there were 2 villains.

The odd were against us, but we fought anyways.

"Time for a rematch Stark." Rumlow said to me as I approached him.

"Ya know, I'm just here to take you down, we don't have to talk." I said and pointed a repulsor at him.

"I like the new armour Stark." He said, walking towards me.

"Look pal, can we just fight now." I sighed.

Rumlow activated the blades in his gauntlets and ran at me.

He swung at me and I shot the gauntlet off with my repulsor.

He used the momentum from the shot to hit me in the mask with the other gauntlet.

" _Barely a scratch sir."_ Friday said.

" _Countermeasures are ready."_

"Let's give him hell." I said.

I shot his other gauntlet off and spun around, shooting him in the stomach. I then flew up into the air and shot him again, knocking him to the ground.

As he started to get up, I punched him hard enough to shatter his mask.

"Damn Stark, you're good..." Rumlow said, his face battered.

"You giving up?" I asked, a repulsor pointed in his face.

"No, I'm just getting started!" He said, but before he even got up, I punched him and knocked him out.

"Rumlows down." I said over the comm and flew into the air.

On my way over to the other heroes, I fought a couple of goons.

The Shocker attacked me, but he was fairly easy to handle, so was Doctor Octopus.

" _TONY! I need help NOW!"_ I heard Peter yell on the comms.

"Don't worry kid, I'm on my way!" I said and flew into the air.

 _Peter Parker POV:_

"Well, we have our rematch Spider-man." Mysterio said, laughing.

Beside him was Venom.

"Come on guys, at least take me 1 on 1." I said and shrugged my shoulders.

"We don't play fair." Venom said.

"Well maybe you should start that." I said.

Venom ran at me, claws forming on hands and his massive tongue hanging out.

I webbed a sewer grate beside me and swung it at Venom, hitting him square in the face.

I then shot a web at the house behind Mysterio, launching myself and kicking him into the wall.

"Wow, how did I pull that off." I said, but right after I got thrown backwards.

I hit a wall and fell flat on the ground.

"Owww..."

Venom then picked me up and threw back towards Mysterio, who roundhouse kicked me to the ground.

"Jeez guys, you could go easy." I said and stood up.

Mysterio then ran at me, trying to punch me. I blocked the punch and kicked him back, grabbing a mailbox with a web and hitting him back with it.

I then jumped over Venom, who had charged at me, and kicked him in the back. Then grabbing the same mailbox, I knocked him down into the crevice in the middle of the city.

"Oh shit!" I said and ran over.

Mysterio then came up behind me and tried to hit me, but I flipped over him and he ended up slipping over the edge.

I caught him with a web and tied him up, sticking him against the side of the crevice.

Tony then landed right beside me.

"I thought you needed help." Tony said, chuckling.

"I thought I did too." I said and rubbed my neck.

Our communicators then went off.

 _"All surviving heroes, meet in the middle of the city, all villains are defeated."_ Cap said.

We both looked at each other before rushing off to the centre of the city.

 _Tony POV:_

Well, a lot of heroes died or were MIA.

Hawkeye and Natasha were gone, no bodies but no sightings.

Wong was killed, as was Groot.

Iron Fist and Jessica Jones were too hurt to fight. Frank Castle was unconscious.

The only able bodied heroes were me, Cap, Spider-man, Doctor Strange, Daredevil, Thor, Scarlett Witch, Black Panther, Luke Cage and Winter Soldier, along with the Guardians.

"Well, at least this many of us can still fight." I said.

"It's still not enough for Thanos, the green lady, Gamora said.

"Well we still have a chance." Cap said.

"Well when does he arrive?" Spider-man asked.

Just then a massive explosion went off on the other side of the city.

"I'm assuming now." I said and activated my mask.

And that's when we heard it, a voice like thunder. As cold as death.

" _Heroes of Earth. Do not bother trying to fight, you don't have a chance. I am here to wipe you out and rebalance the universe. This will be fun."_


	14. Chapter 14

Chapter 14:

Right after the explosion, all the villains we thought we had killed or subdued were rejuvenated.

"Shit!" I said and started firing my repulsor sat anyone who got to close.

"Barely any of us can fight, people are gonna die!" Peter said as he whipped Mysterio back into the crevice.

"We have to try! Sacrifice is part of war!" Steve said and blocked a barrage of bullets from Crossbones.

"I'm going for Thanos." I said.

"Tony, you can't go by yourself." Steve said and grabbed my wrist.

I turned around.

"Let me do this Steve, it's my fault all of this is happening, this is my chance to right the wrongs." I said, and my mask retracted.

Tony looked me in the eyes, and backed off when he knew I was serious.

He pulled me into a hug.

"Good luck Tony." He said as we pulled away.

"You too Steve, tell Pepper I love her." I said, activated my mask and flew off.

As I flew over the city, I saw all the heroes who could fight, and even the police and military were fighting Thanos' goons.

I kept flying over towards where the explosion came from.

Eventually, the sky started to turn red, the ground below me turning all rocky and brown.

I landed just on the outskirts of the city.

It was strange, I could see where the blue sky and desert ended, and the jagged rocks and red sky began. I could see planets, moons, meteors.

I started walking forward.

"Friday, scan for life forms." I said, my arms raised as I cautiously walked forward.

I saw the blue scan go over my immediate surroundings, and continued scanning as I walked.

As I walked past a weird crystal formation, Friday activated.

" _Sir, those crystals..."_ I walked over to them and looked inside.

There were people, suspended inside the crystal.

"What the-"

" _I see you like my decorations."_ A voice said from behind me.

I turned around and there he was.

Thanos.

" _I thought I'd liven the place up, for when I kill you and conquer it."_ He said.

He was at least 10 feet tall, and huge, towering over me, even though my knee _Destroyer_ mark armour made me 7 feet tall.

"Thought you'd be bigger." I said and walked up to him.

He chuckled.

" _And who do you think you are to stand against me?"_ He said, mid-laugh.

I smirked under my mask.

"Names Tony Stark, the biggest asshole on Earth and bonafide son of a bitch. Also, the biggest pain in the ass you'll ever meet." I said.

While he looked at me with a confused expression, I took my chance.

I punched him across the face as hard as I could, using the boosters in my arms to accelerate the punch and give it even more force.

I wasted no time as he stumbled backwards, firing my repulsors into his stomach, burning a hole in his armour.

I then flew up into the air and dropped down, landing right on his head.

As he was still reeling from the other hits, I kicked him in the stomach, knocking him over.

He got on his knees and spat out a tooth. He then smiled, and started to laugh.

" _At least someone on this planet will prove to be a challenge."_ He said as he stood up.

He started walking over to me, throwing a punch towards the right side of my face.

I tried to block it but he was too strong.

It sent me flying a good 20 feet.

" _Sir, he could destroy the suit in seconds if he keeps hitting you!"_ Friday said.

"You think I don't know that?" I said and grimaced.

I stood up just as he arrived in front of me.

I tried to punch him in the stomach, but he grabbed my arm and threw me behind him, another 20 feet.

I skid across the ground.

"Jesus your a tough son of a-" I started to say but he jumped and landed right in front of me, sending me sliding back a few feet.

" _Maybe I was wrong. Maybe you can't put up a fight."_ He said as he walked towards me.

I screamed and flew into the air, shot a wrist rocket and watched in satisfaction as the explosion covered him.

What I didn't realize was that it did nothing.

I looked in shock as he brushed himself off, stuck out his hand with the glowing gold gauntlet, and pulled me down to the ground, without even grabbing me.

I hit the ground so hard it left a crater.

"Argh!"

" _You could at least try."_ He said and threw me into a rock.

" _Suit integrity at 40% sir!"_ Friday said.

"Jeez, what am I supposed to do?" I said.

I couldn't beat him by myself. The least I could do was hold him off while everyone else regrouped.

I flew towards him as fast as I could and hit him in the face.

He stumbled backwards, holding the side of his face.

I then kicked him in the stomach, and fired my repulsors and uni-beam into him, keeping him moving backwards.

I then flew back towards him and punched him, before jumping back when he tried to hit me.

" _You know you are going to die right?"_ He said and cracked his knuckles.

I closed my eyes, and though of everyone I was fighting for.

Steve

Peter

Clint

Bruce

Thor

Wanda

Natasha

Everyone on Earth

Pepper.

I opened my eyes and breathed in deeply.

I balled my hands into fists.

"I know I'm going to die, but I'm going to die for my friends." I said.

He scoffed.

" _So be it. Your last words will be the most cliché line in history."_ He said and ran at me.

I blocked his first punch and fired my repulsor into his stomach. He immediately retaliated and kicked me back. I then punched him in the face, but he kicked me back again.

I ran at him and tried to punch him but he caught my fist and lifted me up.

" _Well Mr. Stark, it's been fun."_ He said and punched me in the face 8 times as hard as he could.

I hung there limp in his arms, my body and face battered, bloody and bruised.

" _Suit integrity at 15%, mask integrity at 1%."_ Friday informed me.

I couldn't even bring myself to say anything.

Time went slow.

I saw him winding his fist back. I held my breath.

" _I win."_ He said with a devilish smile.

I closed my eyes, and breathed in.

I could feel his fist moving closer, with every passing second.

I exhaled.

I knew what was happening, and I smiled.

His fist inched towards my face, getting slower and slower, his smile turning into a face of shock.

His fist stopped an inch from my face, and I hit his arm off of me.

I dropped to the ground, barely being able to stand.

I looked behind me, and saw who I thought I'd see.

Doctor Stephen Strange, with Steve Rogers, Peter Quill and Peter Parker.

Steve walked over to me and picked me up.

"I can only keep this up for so long." Strange said in a strained voice.

"You guys have to let me finish him off, I almost had him." I said.

" _Beginning internalized repairs, suit integrity at 16%"_ Friday said.

"You clearly did Tony." Steve said.

I looked at them.

"Seriously, this is my fight, you guys have to help in the city." I said.

"Tony, you'll die." Peter said.

"I know, but I have to do this." I said and looked at the ground.

"Tony-" Peter started to say but Steve cut him off.

"Let him go Parker."

Peter looked down at the ground.

"Go! Help out in the city." I said and waved them off.

As they ran back I prepared myself for what was about to come.

I'm not making it outta this.

Slowly Thanos started moving again, I quickly got a few hits and blasts in, hopefully weakening him.

He smiled, but he was starting to show signs of being hurt.

" _Still by yourself? You'll die a fool."_ He said.

I smirked under my mask.

Maybe I would die a fool, but I'd take him with me.

I flew up into air as he started running at me, and I prepared for the hardest, and last fight, of my life.

 _Steve POV:_

I ran back into the city and saw most of the villains had been cleaned up.

"We have to get everyone away from here, if Tony does what I think he's going to do." I said.

"Right lets go then." Quill said.

"Lets split up, Parker with me, Quill with Strange, find any heroes tell them the plan. Get civilians outta here!" I said and we all moved out.

God I hope we do this in time.

Suddenly my phone rang. I stopped and looked at it.

"Who is it?" Peter asked.

"Sharon." I said and answered.

"STEVE WHAT THE F* ARE YOU DOING?!?" An enraged and worried Sharon said over the phone.

"Look hun', I can't talk, I'm trying to evacuate a city while Tony kills a galactic over Lord." I said.

"Steve, if you don't die there I'm going to kill you when you come home!" She said.

"Love you Sharon."

"Love you Steve, be careful."

"Will do, I'll see you soon."

I hung up.

Peter just looked at me.

"Wish Michelle would call and see how I was." He muttered and swung off ahead of me.

I smiled and ran off after him.

He was a good kid, if he died on my watch I'd never forgive myself, which may be one of the reasons Tony wanted us to go.

I just hope Tony knows what he's doing.

 _Tony POV:_

I flew back from a punch, sliding on my back and leaving a crater.

"Shit, that's gonna leave a mark..."

" _Give up now, you can't win."_ Thanos said.

"That's where you're wrong big guy, I can win, you haven't seen my secret weapon yet." I said and stood up.

"Veronica, lend me a hand, or a whole suit. Bring in the Hulkbuster mark 2." I said.

It was made out of the same material as my Destroyer armour, but reinforced with vibrabium and 30x as tanky.

Suddenly I felt the large suit of armour form around me, increasing my height to a staggering 13 feet.

" _Welcome sir."_ The voice of the suits AI, Veronica said.

The secondary HUD activated and I smiled.

"My turn to bring the pain." I said and unleashed a flurry of attacks on Thanos, knocking him to the ground and beating him into a crater in the ground.

He was bleeding, and his nose was broken.

" _You have put up quite a fight, more than anyone else, but a new suit won't do anything."_ He said and got up.

I blocked his next flurry of attack, before slapping him and knocking him to the ground.

I pointed a large repulsor at him.

"Stand down, final warning." I said.

He stood up and smiled.

" _Not a chance!"_ He said and ran at me.

I blocked his first punch but his second connected, shattering the Hulkbuster helmet.

He then grabbed the centre of the suit, and with a newfound strength, tore it in half and kicked me to the ground.

He then punched me in the face so hard, he shattered my mask and sent me flying.

He walked over to me, wiping the blood from his nose, and picked me up.

" _It's official, you've impressed me, but I still have to kill you, as much as it would please me to see you live."_ He said.

He then dropped me an I fell on my knees.

" _Your planet, it can be better than it is. New, strong, my new domain."_

 _"I don't even have to kill everyone. Just anyone who opposes me."_

I slowly started to get up.

" _And of course, you and your super friends would have to die too."_

I then tapped his shoulder.

"Surprise!"

I punched him in the face, mustering every last ounce of strength inside me and using up the last of the fuel in the arm thruster.

He fell backwards and I picked him up.

I started flying up as fast as I could.

" _There's no coming back from this, this time you'll die."_ I thought to myself as I flew up.

Thanos didn't even fight it.

" _It's beautiful isn't it?"_ I didn't respond, I just kept flying up.

" _You're lucky to have such a beautiful planet."_

As we reached the edge of the atmosphere, I was struggling to breathe.

I ignored the pain and kept flying.

" _You'll die too you know?"_ Thanos said.

Once we reached space, and I couldn't breathe anymore, threw him as hard as I could into his own ship.

He hit the ship just as I launched very missile, repulsor blast and bullet I had at it.

The ship exploded and started raining debris, and I knew he was dead.

I tried to fly down but my repulsors were broken.

I didn't panic.

I looked down on the Earth, and smiled.

" _He's right, it is beautiful."_ I thought, just before everything went black.


	15. Chapter 15

_Steve POV:_

"TONY!" I yelled and ran over to the limp body of Tony Stark.

I dropped to my knees beside him and looked him up and down.

His suit was broken and burnt, his face bloodied a battered.

I saw armour fragments from a much larger suit of armour scattered around.

The only thing that was even slightly comforting, was that Tony had a small smile on his face.

"Tony..." I heard Peter Parker say behind me.

I turned back and looked at him.

He had his mask off and his eyes were filling with tears.

"Is he..."

I nodded.

Peter looked down, and I could see the tears pouring from his eyes.

I picked up Tony's body and started walking back towards the Quinjet that had dropped us off there.

Peter followed behind, his mask back on.

I sat down in a seat, after I had placed Tony's body down in a pod we had.

Thor, Banner and the newly found Clint and Natasha were on the jet too.

I could tell they were all holding back tears.

The jet ride home was silent.


	16. Epilogue

Epilogue:

"I would now like to invite Steve Rogers up, to say a few words."

I stood and walked to the microphone.

I looked at the crowd, 100 people, all crying, all dressed in black.

I then looked at the eulogy I had prepared.

I cleared my throat.

"Well, we all know Tony would've wanted more people to show up." I said, and everyone chuckled.

"Where to start? Tony was a-complicated man, but he was damn good at what he did."

"He knew what was right, and when he had made up his mind, he would never back down."

"When he saw his weapons were causing harm, he stopped making them. When he saw that super powered people were starting to show themselves, and not in a good way, he stopped them."

"He was a damn good friend, even though him and I may not have seen eye to eye on everything, after all, i was 2 feet taller than him" I said and everyone laughed.

"What I'm trying to say is, I'm just as shocked as you all are, but he died doing what was right."

"He has his mind made up as soon as he knew the threat was coming, and he sacrificed himself to save billions others."

"It's just a shame that we had to lose a truly good man. He was a loved friend, husband. A trusted ally, a hero, a leader, and a damn good man. He will be missed."

I walked away from the mic and wiped a tear from my eye, sitting back down beside Sharon.

That's how the next hour went, people going up, speaking about Tony, and sitting down.

Rhodey and Pepper had the most endearing speeches, and Peters wasn't half bad.

Once most of the people had left, I walked up to his coffin.

In it was his body, still battered from his fight with Thanos, but he was smiling, and looked at peace.

"I'm sorry for your loss Pepper." I said and put my hand on her shoulder.

"One of the last things he had said to me was 'tell Pepper I love her'"

She just looked at the ground, and I could see the tears dropping on the floor.

"He always was an idiot."

I pulled her into an embrace.

"We just gotta be strong, Tony wouldn't want us to mope over him." I said.

"He'd want a statue built in his honour." Pepper said and chuckled.

"Yeah, yeah he would. I'll help you bury him." I said.

She nodded, and I closed the casket, picked it up and carried it off to the grave yard.

The hole was already dug, and everyone was waiting there.

"Tony never was one for religion." I said as I noticed there was no pastor.

With the help of Sam, Peter, Rhodes and Bucky, I lowered the coffin into the hole.

The coffin was polished maple, with a grey Avengers symbol in the middle.

We then started to bury the coffin, all wishing this wasn't happening.

Finally, we placed the grave stone.

Anthony Stark

May 29th 1970- September 12th 2020

Beloved friend and husband.

Hero of Earth.

I stared at the ground for a long time, even after everyone else had left.

I was there until the evening, just thinking about everything we had gone through.

I felt a hand on my shoulder.

I turned around and saw Sharon, who gave me a sad smile.

"I can't believe you're still here." She said and stood beside me, clinging to my arm.

I kept looking at the grave stone.

"I can't believe he's gone."

Sharon closed her eyes.

"I know Steve, nobody can believe it."

I was trying as hard as I could not to tear up.

"I guess I just wanted to see him off, make sure he makes it up there." I said and looked up.

"I think he's already where he wants to be." Sharon said.

"Yeah, he's with the stars."

I finally started to let the tears flow, I couldn't hold them in any longer.

Sharon just held onto me, and I cried for what I thought was forever.

"I-I'm sorry Sharon, it's just so hard." I said and wiped the tears from my eyes.

"I know Steve, lets go grab a coffee. You can stay with me tonight, I think you deserve a break." She said, stroking my hair.

I nodded.

"Yeah, that sounds nice, anything to get my mind off of this." I said.

I grabbed Sharon's hand as we walked out the the cemetery, the sun setting behind us.

I knew Tony was watching, probably just waiting to make a snarky remark from the stars.

I smiled.

" _Goodbye Tony, I'll see you when I get up there."_

A/N: And there we go. I'm surprised I managed to finish this. I'd just like to thank everyone who stuck with and supported the story until the end, and I hope to keep writing things that keep you entertained. I may write a sequel or spin-off stories based around stuff with the Defenders or Guardians, but this story is finished. Again I'd like to thank everyone who read up to this point, and I hope you continue to enjoy my writing :)

~Maca56


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